Effective Date: 3/1/2017
These Terms are a legal agreement between Aces Health, Inc., a Delaware corporation (“Aces Health”) and you that governs your use of the Aces Health mobile and web-based application (the “App”), including all Updates (defined in Section 2 below), related documentation, materials, information and content accessed through the application (collectively with the App, the “Services”).
1. Account Registration; Username and Password.
In order to use the Services you will need to log in to the App with a user account that you register for through the App (“Account”). You agree to provide current, complete, and accurate information when you register for an Account. You agree to keep your log-in information confidential and not authorize any third party to use it or your Account. You agree that Aces Health may attribute all use of your Account to you and that you are responsible for all activities that occur under your Account. You agree to notify Aces Health immediately at email@example.com if you suspect any unauthorized use of your Account or any other breach of security. Depending on your Account type or other criteria, your Account may not have full access to all features or functionality available through the App. You agree not to attempt to access any restricted features or functionality.
When you are instructed to download the App, you will receive a unique authorization code. You must obtain a unique authentication code (a “PIN”) to register for an Account. If you are a trial or study participant, you must contact your healthcare provider to request a PIN, and you may be required to complete certain consents and authorizations before a PIN will be issued to you. If you are a healthcare provider or other personnel of a trial site or contract research organization (“CRO”), contact the trial site or CRO to request a PIN or unique username and password. If you are unsure who to contact to request a PIN, you may contact Aces Health at the contact email listed in Section 1. You agree that you will not share your PIN with any other person. By registering for an Account, you represent and warrant that you are the person to whom the PIN was delivered.
If Aces Health provides updates, supplements, or add-on components (collectively, “Updates”) to the App after you download it, these Terms will apply to the Updates unless Aces Health provides additional terms along with the Update in which case, those additional terms will apply to the Update. You agree that Aces Health may automatically check your version of the App and send Updates to the App and may release subsequent versions of the App and require you to the use the most current version. Aces Health reserves the right to discontinue your access to the App or to any content, information, graphics, text, images, or other materials accessible through the Services (collectively, “Content”).
4. Additional Terms.
In addition to any terms provided with an Update, you may be required to agree to additional terms if you desire to access certain App services or features (collectively the “Additional Terms”). Except as expressly set forth in these Terms, if there is a conflict between these Terms and any Additional Terms, the Additional Terms will govern.
5. Third-Party Websites, Products, and Services.
- You may need to obtain additional products or services in order to use the App, such as a device, internet access, or a data connection. You must obtain or use these products or services separately and pay all associated charges (including for internet access or other data transmission). Aces Health does not endorse or sponsor any third-party products or services and does not have control over such products or services. Aces Health is not responsible for any malfunction or error attributable to your use of a third-party product or service.
6. License to Use of the Services.
Conditioned on your compliance with these Terms, Aces Health grants to you a limited, personal, non-exclusive and nontransferable license to access and use the Services for your personal, non-commercial use.
7. License Restrictions.
The license granted in Section 6 is conditioned on your compliance with the following:
(a) You may not use the Services to:
(i) defame, abuse, harass, stalk, threaten any individual, or infringe or otherwise violate the legal rights (such as rights of privacy, publicity, and intellectual property) of others or of Aces Health;
(ii) distribute any harmful, inappropriate, profane, vulgar, infringing, obscene, false, fraudulent, tortuous, indecent, unlawful, or otherwise objectionable material or information (including any unsolicited commercial communications);
(iii) engage in or encourage any conduct that could constitute a criminal offense or give rise to civil liability for Aces Health;
(iv) misrepresent or in any other way falsely identify your identity or affiliation, including through impersonation or altering any technical information in communicating using the Services;
(v) transmit or upload any material through the Services that contains viruses, trojan horses, worms, time bombs, cancelbots, or any other programs with the intent or effect of damaging, destroying, disrupting, or otherwise impairing Aces Health’s, or any other person or entity’s, network, computer system, or other equipment;
(vi) interfere with or disrupt the Services, networks, or servers connected to Aces Health’s system or violate the regulations, policies, or procedures of such networks or servers, including unlawful or unauthorized altering any of the information submitted through the services;
(vii) attempt to gain unauthorized access to the Services, other users computer systems or networks using the Services through any means; or
(viii) interfere with another person’s use of the Services.
- You must not attempt to work around, disable, bypass, modify, or defeat any technical limitations in the Services or to use the Services in an attempt to, or in conjunction with any device, program or service designed to circumvent any security features or any technical measures employed to control access to, or the rights in, a content, file or other work;
- You must not reverse engineer, decompile, decipher, disassemble or otherwise attempt to access source code of the Services, except and only to the extent that applicable law expressly permits, despite this limitation;
- You must not download or copy the Services, except as expressly permitted in Section 6;
- You must not rent, lease, lend, sell, sublicense, assign, distribute, publish, perform, display, broadcast, transfer, exploit, or otherwise make available the Services or any features or functionality of the Services to any third party for any reason, including by making the Services available on a network where it is capable of being accessed by more than one device at any time;
- You must not modify or make any derivative works of the Services, in whole or in part;
- You must not remove any proprietary notices or labels on the Services or any copy thereof;
- You must not use the Services in, or in association with, the operation of any hazardous environments or systems, including any aircraft navigation or communication systems, air traffic control systems or any other transport management systems; safety-critical applications, including medical or life-support systems, vehicle operation applications or any police, fire or other safety response systems; and military or aerospace applications, weapons systems or environments;
- You must not to interfere, with the proper functioning of the Services or use it, as a platform for external applications; to develop applications, services, websites; or any other functionalities that leverage the Services or any portion thereof;
- You must not make any use of the Services in any manner not permitted by these Terms or the documentation; and
- You must use the Services in compliance with all applicable laws.
(a) The App may contain features that allow applicable users to upload, provide, or otherwise submit information, materials, documentation, and content on or through the App (“User Content”). Aces Health does not control and is not responsible or liable for any User Content. You are solely responsible for all Content that you upload, post, transmit, share, or otherwise disseminate using, or in connection, with the Services and your Account (“Your Content”). Aces Health does not claim ownership of Your Content. You grant to Aces Health and its affiliates and service providers a worldwide, royalty-free, transferrable, sublicensable, non-exclusive, perpetual, irrevocable license under all of your intellectual property rights to make, use, copy, modify, adapt, create derivative works of, publicly perform or display, import, broadcast, transmit, distribute, license, publish, and translate Your Content (and derivative works thereof) in connection with the operation of the Services. Aces Health is under no obligation to enable the transmission of Your Content through the Services and may, in its discretion, edit, block, refuse to post, or remove Your Content at any time. You represent and warrant that you have the rights necessary to grant the rights in this Section and that Your Content does not infringe the rights of Aces Health or any third party or violate any agreement with or policy of Aces Health or any applicable law. If Aces Health suspects violations of the foregoing, Aces Health may institute legal action and cooperate with law enforcement authorities in bringing legal proceedings against violators.
(b) Aces Health is not obligated to review User Content; however, you authorize Aces Health to screen, filter, restrict, block, move, refuse, and modify User Content at any time in Aces Health’s discretion and without notice. You also authorize Aces Health to install, implement, manage, and operate one or more software, monitoring, or other solutions designed to assist in identifying and tracking User Content and violations of these Terms.
9. Remedies and Corrective Action.
- Aces Health reserves the right to take any or all action it may deem appropriate in its sole discretion with respect to violations or enforcement of these Terms, and expressly reserves all rights and remedies available to Aces Health at law or in equity, including instituting legal action and cooperating with law enforcement authorities. You agree to cooperate with Aces Health in investigating suspected violations of these Terms by you or others. To the maximum extent authorized under applicable law, Aces Health reserves the right to change, remove, delete, restrict, block access to, or stop providing any or all of the App and the Content to you at any time and without notice.
- Without limiting the foregoing subpart (a), Aces Health has the right to fully cooperate with any law enforcement authorities or court order requesting or directing Aces Health to disclose the identity or other information of anyone posting any materials on or through the App.
10. Availability; Support.
Aces Health has no obligation to, and might not, provide support to you in relation to the App or your Account. Aces Health does not guarantee availability of the App or your Account and your access is permitted only if and when the App and your Account are available. Your use of the App and access to your Account may occasionally be restricted for service, upgrades, maintenance, or other reasons. To the maximum extent authorized under applicable law, Aces Health reserves the right to suspend your Account or discontinue your access to any Content at any time without notice.
You may terminate your Account or your use of the App at any time. Aces Health reserves the right to terminate your Account, these Terms, and/or suspend or terminate the App or your access thereto and to the Content at any time with or without prior notice. Sections 8, 9, and 11 through 24 of these Terms will survive termination.
12. Disclaimer of Warranties.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND ALL CONTENT IS PROVIDED “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE” AND THE ENTIRE RISK OF USE AND PERFORMANCE, REMAINS WITH YOU. ACES HEALTH DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY AND HEREBY DISCLAIMS ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. IN PARTICULAR, ACES HEALTH MAKES NO WARRANTY THAT THE SERVICES OR CONTENT: (A) WILL MEET YOUR REQUIREMENTS; (B) WILL BE AVAILABLE OR PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) WILL BE ACCURATE, COMPLETE, OR RELIABLE, OR (D) WILL BE FREE FROM VIRUSES, WORMS, OR OTHER HARMFUL OR MALICIOUS COMPONENTS. NOR DOES ACES HEALTH WARRANT THAT ANY DEFECTS OR ERRORS IN THE SERVICES OR CONTENT WILL BE CORRECTED. THE SERVICES AND ALL CONTENT YOU ACCESS, DOWNLOAD, OR OBTAIN FROM THE SERVICES IS ACCESSED AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS THEREFROM. YOU MAY HAVE ADDITIONAL RIGHTS UNDER YOUR LOCAL LAWS THAT THESE TERMS CANNOT CHANGE. IN PARTICULAR, TO THE EXTENT LOCAL LEGISLATION IMPLIES STATUTORY TERMS WHICH CANNOT BE EXCLUDED, THOSE TERMS ARE DEEMED INCORPORATED INTO THIS DOCUMENT BUT ACES HEALTH’S LIABILITY FOR A BREACH OF THOSE STATUTORY IMPLIED TERMS IS LIMITED IN ACCORDANCE WITH AND TO THE EXTENT PERMISSIBLE UNDER THAT LEGISLATION.
13. Limitation of Damages.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ACES HEALTH BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, OR PUNITIVE DAMAGES; FOR LOSS OF PROFITS, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, OR USE; LOSS OR CORRUPTION OF DATA, CONFIDENTIAL INFORMATION, OR OTHER INFORMATION; BUSINESS INTERRUPTION; PERSONAL INJURY; WRONGFUL DEATH; PROPERTY DAMAGE; LOSS OF PRIVACY; FAILURE TO MEET ANY DUTY OF GOOD FAITH OR REASONABLE CARE; NEGLIGENCE; AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER, ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THESE TERMS, THE SERVICES THE CONTENT, OR YOUR ACCOUNT, EVEN IF ACES HEALTH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14. Limitation of Liability and Exclusive Remedies.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND TO THE EXTENT THEY ARE NOT EXCLUDED OR DISCLAIMED UNDER SECTION 12 OR 13, ACES HEALTH’S MAXIMUM, AGGREGATE LIABILITY TO YOU, AND YOUR EXCLUSIVE REMEDY UNDER THESE TERMS FOR ANY AND ALL DAMAGES, INJURIES, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING FROM OR IN ANY WAY RELATED TO THESE TERMS, THE SERVICES, THE CONTENT, OR YOUR ACCOUNT WILL NOT EXCEED $10.00. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER THESE TERMS OR RELATED TO THE APP OR CONTENT WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES.
15. Important Notice Regarding Limitations.
SOME JURISDICTIONS DO NOT ALLOW CERTAIN DAMAGE LIMITATIONS SUCH AS THE LIMITATION OF LOSS OR LIABILITY FROM INTENTIONAL ACTS (INCLUDING FRAUD, FRAUDULENT MISREPRESENTATION, AND FAILURE TO DISCLOSE DEFECTS), PRODUCT LIABILITY, OR FOR DEATH OR PERSONAL INJURY. NOTHING IN SECTIONS 12, 13, OR 14 WILL BE INTERPRETED AS EXCLUDING LIABILITY WHICH CANNOT UNDER APPLICABLE LAW BE EXCLUDED. IF YOU LIVE OR ARE OTHERWISE SUBJECT TO THE LAWS IN ONE OF THOSE JURISDICTIONS ANY STATUTORY ENTITLEMENT AVAILABLE TO YOU WILL BE DEEMED LIMITED TO THE EXTENT (IF AT ALL) PERMISSIBLE UNDER THAT LAW AND, IF ANY LIMITATION IS NOT PERMITTED, THE EXCLUSIONS IN SECTIONS 12, 13, OR 14 MAY NOT APPLY TO YOU.
16. Independent Remedies.
The limitation of damages under Section 13 is independent of your exclusive remedy in Section 14 and it survives even if the exclusive remedy fails of its essential purpose or otherwise is deemed unenforceable. Each of the limitations of liability in Sections 13 and 14 applies without regard to whether loss, liability, or damage arises from (a) breach of contract; (b) breach of warranty; (c) fault or tort, including negligence and misrepresentation; (d) strict liability; or (e) any other cause of action, to the maximum extent the exclusions and limitations are not prohibited by applicable law.
To the maximum extent allowed by applicable law, you agree to defend, indemnify, and hold harmless Aces Health, its directors, officers, employees, agents, partners, suppliers, affiliates, and licensors, from and against all claims, suits, proceedings, losses, liabilities, and expenses, including attorneys’ fees and costs, whether in tort, contract or otherwise, relating to, arising from, or allegedly arising from (a) your use of the Services and the Content; (b) activities occurring under your Account; (c) any violation of these Terms; (d) Your Content; and (e) your violation of any other party’s rights or applicable law. Aces Health reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with Aces Health in asserting any available defenses.
Aces Health may give you all required notices (including legal process) by any lawful method, including by posting notices on the App or by sending it to any email address that you provide to Aces Health. You agree to send Aces Health notices by mailing them to the following address:
Aces Health, Inc.
c/o Jordan Spivack
834 Inman Village Parkway
Atlanta, GA 30307
19. Changes to these Terms.
Aces Health reserves the right to change these Terms at any time upon notice to you. You agree to periodically review these Terms for changes and you can review the most current Terms at any time at http://aces.md/terms-of-service. Updated Terms are binding on you as of the effective date indicated in our notice. Your continued use of the App after the effective date indicates your acceptance of the updated Terms, even if you have not reviewed them. If, at any time, you do not agree to the Terms, you should disable your Account and stop using the App.
20. Governing Law.
These Terms are governed by the laws of the State of Delaware, without reference to its conflict of laws provisions, and any dispute arising out of or relating to these Terms or your use of the Services will be subject to the exclusive jurisdiction of the federal and state courts in the State of Delaware, other than for actions to enforce any order or judgment entered by such courts. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE APP OR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
You have no obligation to—but may provide—suggestions, comments, or other feedback to Aces Health with respect to the App or Aces Health’s products or services (“Feedback”). You agree that all Feedback is given voluntarily and it is not and will not be treated as confidential even if you designate it as confidential. Aces Health will be free to use, disclose, reproduce, license, or otherwise distribute and exploit the Feedback provided to Aces Health through any manner or means, as it sees fit, entirely without obligation to you or restriction of any kind on account of intellectual property rights or otherwise.
22. Reservation of Rights.
Any and all rights, titles, interests, copyrights, or other intellectual property rights in the App belong to Aces Health or its licensors and suppliers. Except as expressly provided in these Terms, nothing contained herein shall be construed as conferring any license or right, by implication, estoppel or otherwise, under copyright or other intellectual property rights.
If any provision of these Terms is determined by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions of these Terms will remain in full force and effect. You and Aces Health intend that the provisions of these Terms be enforced to the fullest extent permitted by applicable law. Accordingly, you and Aces Health agree that if any provision is deemed unenforceable, where possible, it will be modified to the extent necessary to make it enforceable, which may include its deletion. Section titles are only for convenience and have no legal or contractual significance. Any list of examples following “including” or “e.g.,” is illustrative and not exhaustive, unless qualified by terms like “only” or “solely. Aces Health may assign these Terms, in whole or in part, at any time, with or without notice to you. You may not assign, transfer, or sublicense your rights, if any, in your Account or under these Terms. If, at any time, Aces Health fails to respond to a breach of these Terms by you or others, such failure will not waive Aces Health’s right to act with respect to subsequent or similar breaches. A waiver will only be binding on Aces Health if it is in writing and signed by Aces Health. These Terms and any Additional Terms constitute the entire agreement between you and Aces Health with respect to your Account and the App. Both you and Aces Health warrant to each other that, in entering these Terms, neither Aces Health nor you have relied on or will have any right or remedy based upon any statement, representation, warranty, or assurance other than those expressly stated in these Terms. The preceding sentence will not limit or exclude any liability that cannot be limited or excluded under applicable law. No one other than you and Aces Health, or Aces Health’s successors and permitted assigns, will have any right to enforce any of these Terms.
24. Notices for Claims of Copyright Violations and Agent for Notice.
- If you are a copyright owner and have a good faith belief that any material available on the App infringes upon your copyrights, you may submit a copyright infringement notification to us pursuant to the Digital Millennium Copyright Act by providing Aces Health with the following information in writing:
- an electronic or physical signature of the copyright owner or the person authorized to act on behalf of the owner of the copyright interest;
- a description of the copyrighted work that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the App, with enough detail that Aces Health may find it on the App;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.
- Please consult your legal counsel for further details or see 17 U.S.C. §512(c)(3). Aces Health’s Agent for Notice of claims of copyright infringement can be reached as follows:
By mail: Aces Health, Inc.
c/o Brad Schweizer
834 Inman Village Parkway
Atlanta, GA 30307
By email: firstname.lastname@example.org
Notwithstanding the foregoing, Aces Health does not guarantee any action based upon the receipt of your notice. ALL NOTICES THAT DO NOT COMPLY WITH THE ABOVE REQUIREMENTS WILL RECEIVE NO RESPONSE. If you reside outside of the United States, please understand that filing a notice or counter-notice may lead to legal proceedings between you and the complaining party to determine ownership or right to use. Therefore, please be aware that there may be adverse legal consequences if you make a false or bad faith allegation by using this process.